**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**


**Amendment
      No. 1**







x
            Annual
                Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                Act of
                1934 (the “Exchange Act”)For
                the fiscal year ended: February 28,
                2007




or





o
              Transition
                  Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                  Act of
                  1934


Commission
      File Number: 0-7900




**LIFE
      PARTNERS HOLDINGS, INC.**


(Name
      of
      small business issuer in its charter)




Texas
              (State
                of incorporation)
            
            74-2962475
              (I.R.S.
                Employer ID no.)204
                Woodhew
              Waco,
                Texas
              (Address
                of Principal Executive Offices)
            
            76712
              (Zip
                Code)




Issuer’s
      telephone number, including area code: 254-751-7797




Securities
      registered pursuant to Section 12(b) of the Exchange Act:




**Common
      Stock (par value $0.01 per share)**


(Title
      of
      Class)




Securities
      registered pursuant to Section 12(g) of the Exchange Act: None




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      Section 15(d) of the Exchange Act.  o




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the issuer was required to file such reports), and (2) has been subject
      to
      such filing requirements for at least the past 90 days. Yes xNo
o




Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained herein, and will not be contained, to the best of the issuer’s
      knowledge, in definitive proxy or information statements incorporated by
      reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
      o




Indicated
      by a check mark whether the issuer is a shell company (as defined in
      Section 12b-2 of the Exchange Act. Yes
oNo
x




Revenues
      of issuer for year ended February 28, 2007: $29,795,323




The
      aggregate market value of the Common Stock held by non-affiliates of the issuer
      was approximately $80,737,872 as of May 23, 2007, based on average bid and
      asked
      prices on the Nasdaq Stock Market **** reported
      for such date. Shares held by each officer and director and by each person
      who
      owns 5% **** or
      more
      of the outstanding Common Stock have been excluded in that such persons may
      be
      deemed to be affiliates. This standard for determining affiliate status is
      not
      necessarily the appropriate standard for other purposes.




Shares
      of
      Common Stock, $.01 par value, outstanding as of May 23, 2007:
      9,615,586




**DOCUMENTS
      INCORPORATED BY REFERENCE**


None.









**EXPLANATORY
      NOTE**




Life
      Partners Holdings, Inc. (“We” or “Life Partners”) is filing this Amendment No. 1
      to its Annual Report on Form 10-KSB for our fiscal year ended February 28,
      2007
      (the “Report”), for the purpose of including information that was to be
      incorporated by reference from our definitive proxy statement pursuant to
      Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”). After filing our Report, we chose to include material in our proxy
      statement that required the filing of a preliminary proxy statement and
      prevented us from completing and filing our definitive proxy statement within
      120 days of our fiscal year ended February 28, 2007. We are, therefore, amending
      and restating in their entirety Items 9 through 14 of Part III of the Report.
      We
      anticipate filing our definitive proxy statement on or about July 9, 2007,
      for
      our 2007 Annual Shareholder Meeting, which we currently anticipate to be held
      in
      early August 2007. In addition, in connection with the filing of this Amendment
      and pursuant to Rules 12b-15 and 13a-14 under the Exchange Act, we are including
      with this Amendment a currently dated certification. Except as described above,
      no other amendments are being made to the Report. This Form 10-KSB/A does not
      reflect events occurring after the May 29, 2007 filing of our Report, modify
      or
      update the disclosure contained in the Report in any way other than as required
      to reflect the amendments discussed above and reflected below.




2


**LIFE
      PARTNERS HOLDINGS, INC.**




**2007
      Form 10-KSB/A Annual Report**


**Table
      of Contents**


**Item**
              
              
              
              **Page
                  No.**Part
                  III1.
              
              Directors
                  and Executive Officers; Corporate Governance; Compliance withSection
                  16(a) of the Exchange Act
              
              42.
              
              Executive
                  Compensation
              
              63.
              
              Security
                  Ownership of Certain Beneficial Owners and Managementand
                  Related Shareholder Matters
              
              84.
              
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              
              95.
              
              Exhibits
              
              96.
              
              Principal
                  Accountant Fees and Services
              
              9Signatures
              
              11Exhibit
                  Index
              
              12




3




**PART
      III**




**Item
      9. Directors and Executive Officers; Corporate Governance; Compliance with
      Section 16(a) of the Exchange Act.**




**The
      Directors**




The
      following table sets forth the name and age of each director and the year he
      became a director.


**Name**
              
              **Age**
              
              **Director****Since**
              
              **Position**Brian
                  D. Pardo
              
              64
              
              2000
              
              Chairman
                  of the Board, President and Chief Executive Officer of Life Partners
                  Holdings, Inc.R.
                  Scott Peden
              
              43
              
              2000
              
              Director,
                  Secretary and General Counsel of Life Partners Holdings, Inc. and
                  President of LPIFred
                  Dewald
              
              62
              
              2003
              
              DirectorTad
                  M. Ballantyne
              
              52
              
              2001
              
              DirectorHarold
                  E. Rafuse
              
              65
              
              2006
              
              Director




A
      brief
      summary of each director’s principal occupation, business affiliations and other
      information follows.




*Brian
      D. Pardo* .
      Mr. Pardo is President and Chief Executive Officer of the Company, and
      Chief Executive Officer of LPI, our primary operating subsidiary. He has served
      as the CEO of LPI since its incorporation in 1991. Mr. Pardo is one of the
      pioneers of the life settlement industry. He has been certified as an expert
      in
      the field of life settlements and has testified on that subject on numerous
      occasions. Mr. Pardo served our Nation from 1964 through 1966 as a
      helicopter gunship pilot in Vietnam.




*R.
      Scott Peden* .
      Mr. Peden has served as the General Counsel and Secretary of the Company
      and the President of LPI since 2000. Before 2000, Mr. Peden served as Vice
      President and General Counsel for LPI since its incorporation in 1991.
      Mr. Peden has been certified as an expert in the field of life settlements
      and has testified on that subject on many occasions. He holds a Bachelor of
      Arts
      degree from Trinity University and a Juris Doctor from Baylor University School
      of Law.




*Fred
      Dewald* .
      Mr. Dewald has been a successful builder and property developer in the
      Waco/McLennan County area for over 30 years. He is a director of the Heart
      of
      Texas Builders Association and serves as President or principal of 17 different
      property development companies. He holds a Bachelor of Science degree from
      Southwest Texas State University.




*Tad
      M. Ballantyne* . Mr. Ballantyne
      is an officer and director of several private companies including BR Industries,
      Inc, Hoopeston Foods, Inc., Thomsen Group, LLC, and Pacific
      Rim Foods Ltd.  Mr. Ballantyne also serves as an independent director and
      financial expert on the audit committee of Empire Energy Corporation
      International (OTCBB: EEGC) and a director of Jilin Jimei Foods Ltd., a private
      company in Changchun China. During
      2003, Texas Steel Partners Inc., a Texas-based steel foundry, filed for
      reorganization and was liquidated pursuant to a bankruptcy Chapter 7
      conversion. Mr. Ballantyne was an officer and director and 50% shareholder
      of Texas Steel Partners. During the last 17 years, Mr. Ballantyne has been
      active in acquiring
      and operating troubled companies or assets being divested by public and private
      companies and has
      focused over the last four years in food processing plants in both the United
      States and Asia. He holds a Bachelor
      of Science degree in business management from the University of Wisconsin.




4




*Harold
      E. Rafuse* .
      Dr. Rafuse is the co-founder and Managing Director of Advanced Concepts and
      Technologies International (ACT I) headquartered in Waco, Texas. He is also
      co-owner and General Manager of Aurora Aviation and Aurora Avionics with six
      offices throughout the United States. Dr. Rafuse has 43 years of experience
      in
      aviation, aerospace, scientific, engineering, technology, educational, senior
      program management, information resource management, and administrative
      positions. He oversees daily operations of the Aurora companies, as well as
      all
      of ACT I’s operations, including accounting and finance, human resources,
      information systems, legal, and contracts management. He served as a senior
      science team leader and contracts negotiator to the U.S. Defense Threat
      Reduction Agency in connection with the dismantlement and destruction of Russian
      intercontinental ballistic and sea-launched missiles. Dr. Rafuse holds a
      Ph.D. in Engineering Management from Hamilton University, a Masters in Business
      Administration from Texas Tech University, a Bachelor of Science degree in
      Chemistry from St. Joseph’s University and a Bachelor of Science degree in
      Chemical Technology from Temple University. He is a frequent presenter at
      national symposia and has had numerous articles published in professional
      journals.




**Other
      Executive Officers**




In
      addition to the executive officers who serve on the Board of Directors, we
      have
      the following executive officer:




*Mark
      Embry* ,
      age 51,
      serves as LPI’s Chief Operations Officer and Chief Information
      Officer. Mr. Embry has worked for an international manufacturing company as CIO
      where he focused on information technology as a business tool. He spearheaded
      national and global projects that resulted in over three million dollars a
      year
      in cost savings. Before joining LPI in November 2004, he consulted with
      executive management of different types of businesses for two years in business
      process analysis and redesign, strategy and implementation, change management
      and leadership competencies. As LPI’s Chief Operating Officer, he is responsible
      for all operations and information technology. Mr. Embry’s duties include
      finding and creating efficiencies in the process flow, developing
      state-of-the-art information systems, analyzing company and industry data,
      development of automated supply chain and developing short term strategies
      to
      meet target objectives. Mr. Embry also supervises the imaging department
      that is responsible for scanning all documents creating easy retrieval of
      necessary information from a paperless filing system. Mr. Embry holds a
      Bachelor of Business Administration degree from Dallas Baptist University and
      a
      Masters of Business Administration degree from Baylor University.




**The
      Audit Committee and Member Independence**




The
      Board
      of Directors has an Audit Committee and has appointed Mr. Ballantyne
      (Chair), Mr. Dewald and Dr. Rafuse to serve as its members. The Board has
      determined that each of the members are
      “financially literate” and “independent” as defined under the Nasdaq rules. The
      Nasdaq rules define “financially literate” as being able to read and understand
      fundamental financial statements (including the Company’s balance sheet, income
      statement and cash flow statement). The Nasdaq rules define an independent
      director generally as a person, other than an officer of the company, who does
      not have a relationship with the company that would interfere with the
      director’s exercise of independent judgment. The Board has also determined that
      Mr. Ballantyne is a “financial expert” in large part based on his education
      and business experience in acquiring and operating various companies as well
      as
      his service on the board of directors of other companies as a financial expert.
      See Mr. Ballantyne’s biographical disclosures for more
      information.




5




**Code
      of Ethics**






We
      have
      adopted a Code of Ethics that applies to our executive officers, including
      our
      Chief Executive Officer and Chief Financial Officer. A copy of the Code of
      Ethics was filed as an exhibit to our Annual Report on Form 10-KSB for the
      year
      ended February 29, 2004.




**Compliance
      with Section 16(a) of the Securities Exchange Act of 1934**




Section
      16(a) of the Exchange Act requires our directors and executive officers, and
      persons who own more than ten percent of a registered class of our equity
      securities, to file with the SEC initial reports of ownership and reports of
      changes in ownership of our Common Stock and other equity securities. Officers,
      directors and greater than ten percent shareholders are required by SEC
      regulation to furnish us with copies of all Section 16(a) forms they
      file.




During
      fiscal 2007, a director, Fred Dewald, did not timely file a Form 4
      disclosing the sale of 5,901 shares due to the lack of required filing codes.
      Based solely on a review of the forms furnished to us, and written
      representations from certain reporting persons that no other forms were
      required, except as disclosed above, we believe that the reporting persons
      complied with all Section 16(a) filing requirements applicable to them
      during the last completed fiscal year.




**Item
      10. Executive Compensation**




The
      following table sets forth the compensation paid or accrued to the Chief
      Executive Officer and each executive officer (including officers of LPI) whose
      total annual salary and bonus exceeded $100,000 (the three are sometimes called
      the “named executive officers”) for services performed in fiscal years ended
      February 28, 2007 and 2006.




*Summary
      Compensation Table*




**Name
                and**
              **Principal
                Position**
            
            **Fiscal**
              **Year**
            
            **Salary($)**
            
            **Bonus($)**
            
            **Stock****Awards($)**
            
            **Options****Awards($)**
            
            **Non-Equity
                Incentive Plan Compen-****sation($)**
            
            **Nonquali-fied
                De-ferred Compen-sation****Earnings($)**
            
            **All
                Other**
              **Compen-****sation($)****(1****)**
            
            **Total**Brian
                D. Pardo
            
            
            2007
            
            
            450,000
            
            
            15,031
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            85,202
            (2)
            
            550,233Chief
                Executive Officer
            
            
            2006
            
            
            450,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            53,460
            (3)
            
            503,460R.
                Scott Peden
            
            
            2007
            
            
            143,113
            
            
            24,843
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            167,956President,
                LPI, and General Counsel
            
            
            2006
            
            
            147,619
            
            
            18,383
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            166,002-
            
            
            -
            
            
            -
            
            
            -Mark
                Embry
            
            
            2007
            
            
            120,000
            
            
            32,610
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            152,610Chief
                Operating Officer, LPI
            
            
            2006
            
            
            120,000
            
            
            37,415
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            157,415







(1)
            The
                Company provides various perquisites to certain employees including
                the
                named executive officers. Unless otherwise disclosed, the aggregate
                value
                of the perquisites provided to a named executive officers was less
                than
                $10,000.




6




(2)
            This
                amount represents the value of the compensation and benefits paid
                to
                Mr. Pardo for his personal assistant ($73,353), for cell phone usage
                for himself and family members ($4,799), for a family member’s tuition and
                books ($1,450), for country club dues and expense ($3,421) and for
                his
                home computer ($2,179).




(3)
            This
                amount represents the value of the compensation and benefits paid
                to
                Mr. Pardo for his personal assistant ($50,150) and for country club
                dues and expense ($3,310).




**Stock
      Options Granted in the Last Fiscal Year; Stock Option Exercises and
      Values**




We
      granted no stock options to the named executive officers in fiscal 2007. The
      named executive officers did not exercise stock options in fiscal 2007 and
      they
      held no outstanding options.




**Director
      Compensation**




Our
      directors are responsible for guiding and supervising our business and affairs.
      Recent developments in corporate governance and financial reporting have
      resulted in an increased involvement of public company directors. Our board
      committees - Audit and Compensation - are composed exclusively of non-employee
      directors. The many responsibilities and risks and the substantial time
      commitment of being a director of a public company require that we provide
      adequate compensation to ensure our directors’ continued
      performance.




*Quarterly
      Fees and Reimbursement* .
      Each of
      our non-employee directors received a quarterly payment of $1,000 in fiscal
      2007. Our non-employee directors do not receive meeting fees for Board or
      committee meeting attendance. We do not provide any insurance, retirement or
      other benefit programs or other benefits or perquisites to our non-employee
      directors. We reimburse our directors for their reasonable expenses incurred
      in
      attending meetings of the Board and its Committees in addition to the quarterly
      payments. Believing the non-employee directors were under-compensated for their
      added responsibilities, the Board increased their quarterly compensation to
      $6,250 for fiscal 2008.




*Equity
      Compensation for Non-Employee Directors* .
      We have
      not provided equity compensation for our non-employee Directors.




*Director
      Compensation Table for Fiscal 2007* .
      The
      following table sets forth the total compensation paid to our non-employee
      Directors for their service on our Board of Directors and committees of the
      Board of Directors during fiscal year 2007. Our employee directors,
      Mr. Pardo and Mr. Peden, receive no separate compensation for their
      services as Directors.




**Name**
            
            **Fees
                Earned or Paid in****Cash($)**
            
            **Stock****Awards($)**
            
            **Options****Awards($)**
            
            **Non-Equity
                Incentive Plan Compen-****sation($)**
            
            **Nonquali-fied
                De-ferred Compen-sation****Earnings($)**
            
            **All
                Other**
              **Compen-****sation****($)****(1****)**
            
            **Total($)**Fred
                Dewald
            
            
            4,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,000Tad
                M. Ballantyne
            
            
            4,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,000Harold
                E. Rafuse(1)
            
            
            2,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,000







(1)
            Dr. Rafuse
                was first appointed to the Board in November 2006.




7




**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Shareholder Matters**




The
      following table sets forth certain information regarding the beneficial
      ownership of the Company’s Common Stock as of June 25, 2006, by
      (i) each director and nominee of the Company, (ii) each named
      executive officer in the Summary Compensation Table, (iii) each person
      known or believed by the Company to own beneficially five percent or more of
      the
      Common Stock and (iv) all directors and executive officers as a group.
      Unless indicated otherwise, each person has sole voting and dispositive power
      with respect to such shares.




**Name
                of Director, Executive Officer,**
            
            **Beneficial
                Ownership****(1)********or
                Shareholders Holding 5% or More**
            
            **Number
                of Shares**
            
            **Percent**Brian
                D. Pardo
            
            
            4,806,789
            
            
            50.0Pardo
                Family Holdings, Ltd.(2)
              204
                Woodhew
              Waco,
                Texas 76710
            
            
            4,800,887
            
            
            49.9R.
                Scott Peden
            
            
            54,097
            
            
            *Fred
                Dewald
            
            
            1,885
            
            
            *Tad
                M. Ballantyne
            
            
            0
            
            
            0Harold
                E. Rafuse
            
            
            0
            
            
            0Mark
                Embry
            
            
            0
            
            
            0All
                directors and named executive
              officers
                as a group (6 persons)
            
            
            4,862,771
            
            
            50.6







*  Less
      than
      one percent.




(1)
            Shares
                of Common Stock that are not outstanding but that can be acquired
                by a
                person upon exercise of an option within 60 days are included in
                computing
                the percentage for such person, but are not included in computing
                the
                percentage for any other person. Disclosures regarding “beneficial
                ownership” are made as that term is defined under federal securities
                laws.




(2)
            Mr. Pardo
                is deemed to have beneficial ownership of the shares of Pardo Family
                Holdings, Ltd.




**Equity
      Compensation Plan Information**




The
      following table summarizes the options, warrants, and securities available
      for
      issuance under our equity compensation plans as of February 28,
      2007:




**Plan
                Category**
            
            **Number
                of securities to be issued upon exercise of outstanding options,****warrants
                and rights (a)**
            
            **Weighted-average
                exercise price of outstanding options,****warrants
                and rights (b)**
            
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities****reflected
                in column (a))(c)**Equity
                plans approved by shareholders(1)
            
            
            -0-
            
            
            n/a
            
            
            87,433Equity
                plans not approved by shareholders(2)
            
            
            50,000
            
            $
            6.00
            
            
            -0-Total
            
            
            50,000
            
            $
            6.00
            
            
            87,433







(1)
            TheOmnibus
                Equity Compensation Plan.




8




**Item
      12. Certain Relationships and Related Transactions; and Director
      Independence**




*Related
      Transactions.* We
      contract with ESP Communications, Inc., a corporation owned by Brian D. Pardo’s
      spouse, for post-settlement services. The services included periodic contact
      with viators and their health care providers through telephone calls and
      mailings, monthly checks of social security records to determine a insured’s
      status, and with the independent escrow agent in the filing of death claims.
      ESP
      also provides facilities and various administrative personnel to us. Either
      party may cancel the agreement with a 30-day written notice. We currently pay
      ESP $7,500 on a semi-monthly basis for its services. For each of the years
      ended
      February 28, 2007 and 2006, we paid ESP approximately $180,000. The Audit
      Committee has determined that the payments are reasonable and equal to or less
      than amounts that would be payable to a third party for comparable
      service.




*Director
      Independence.* The Board
      of
      Directors has determined that Tad M. Ballantyne, Fred Dewald and Harold E.
      Rafuse are independent under the standards of the Nasdaq and the Sarbanes-Oxley
      Act and the rules of the Securities and Exchange Commission (“SEC”). Mr. Pardo
      and Mr. Peden are employed by the Company as executive officers and are
      thus not independent. The Board has two committees, the Audit Committee and
      the
      Compensation Committee, which are composed solely of the independent directors.




**Item
      13. Exhibits**




The
      exhibit list and accompanying footnote disclosures in the Index to Exhibits
      immediately following the signature page of this Report is incorporated herein
      by reference in response to the requirements of this part of the Report.




**Item
      14. Principal Accountant Fees and Services**




*Fees
      to Independent Auditors* .
      The
      following table presents fees for the audits of our annual consolidated
      financial statements for the fiscal years ended February 28, 2007 and 2006,
      and for other services provided by Murrell Hall.




**2007**
            
            **2006**Audit
                fees
            
            $
            72,943
            
            $
            36,074Audit-related
                fees
            
            
            -
            
            
            -Tax
                fees
            
            $
            10,210
            
            $
            8,260All
                other fees
            
            
            -
            
            
            -




The
      amounts for audit-related fees include generally the fees charged for reviewing
      our quarterly financial statements. The tax fees were primarily for tax return
      preparation and tax-related services. Amounts under “all other fees” principally
      relate to travel expenses. We incurred no billings for financial information
      systems design and implementation.




The
      Audit
      Committee has authorized and ratified fees related to the electronic filing
      of
      various SEC reports. In addition, the auditors notify the Audit Committee of
      any
      request by management for non-audit services and the anticipated scope, purpose
      and cost of the services before performing such services.




9




*Pre-Approval
      Policies and Procedures* .
      Our
      Audit Committee pre-approves all audit and permissible non-audit services
      provided by our independent auditors. These services may include audit services,
      audit-related services, tax services, and other services. Pre-approval is
      generally provided for up to one year and any pre-approval is detailed as to
      the
      particular service or category of services and is generally subject to a
      specific budget. The independent auditors and management are required to
      periodically report to the Audit Committee regarding the extent of services
      provided by the independent auditors in accordance with this pre-approval.
      The
      Audit Committee may also pre-approve particular services on a case-by-case
      basis. In addition, the Audit Committee has delegated to its Chairman the
      authority to pre-approve audit and permissible non-audit services, provided
      that
      any such pre-approval decision is presented to the full Audit Committee at
      its
      next scheduled meeting. All audit, audit-related, and tax services for our
      2007
      and 2006 fiscal years were pre-approved by the Audit Committee.




The
      Audit
      Committee has considered whether Murrell Hall’s non-audit services are
      compatible with maintaining its independence as an auditor.




10




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this Report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


Life
              Partners
              Holdings, Inc.July
                6, 2007
            By:
            /s/ Brian D. PardoBrian
                D. PardoPresident
                and Chief Executive Officer




In
      accordance with the Exchange Act, this Report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




**Name**
            
            **Title**
            
            **Date**/s/ Brian
              D. Pardo
              Brian
              D. Pardo
            
            President,
                Principal Executive Officer, and Director
            
            July
                6, 2007/s/ Nina Piper
              Nina
              Piper
            
            Treasurer
            
            July
                6, 2007/s/ R. Scott
              Peden
              R.
              Scott Peden
            
            Secretary,
                Director
            
            July
                6, 2007/s/Tad
                Ballantyne
                Tad
                Ballantyne
            
            Director
            
            July
                6, 2007/s/
                Harold Rafuse
                Dr.
                Harold Rafuse
            
            Director
            
            July
                6, 2007/s/
                  Fred Dewald
                  Fred
                  Dewald
            
            Director
            
            July
                6, 2007





11




**EXHIBIT
      INDEX**




**DESCRIPTION
      OF EXHIBIT**


**Number**
              
              **Description**
              
              **Page**3.2
              
              Amended
                  Articles of Incorporation, dated February 19, 2003 (1)3.2
              
              Bylaws
                  (2)4.1
              
              Form
                  of stock certificate for our common stock (2)10.1
              
              LPHI
                  Omnibus Equity Compensation Plan* (2)14
              
              Code
                  of Ethics for Directors and Executive Officers (1)21
              
              Subsidiaries
                  of the Issuer (3)31
              
              Rule
                  13a-14(a) Certifications
              
              1332
              
              Section
                  1350 Certification
              
              15


*
              Denotes
                  a management contract or compensatory plans or
                  arrangements.
  (1)
              These
                  exhibits were filed with our Annual Report on Form 10-KSB for the
                  year
                  ended February 29, 2004, and are incorporated by reference
                  herein.
  (2)
              These
                  exhibits were filed with our Annual Report on Form 10-KSB for the
                  year
                  ended February 29, 2000, and are incorporated by reference
                  herein.
  (3)
              This
                  exhibit was with our Annual Report on Form 10-KSB for the year
                  ended
                  February 28, 2007, and is incorporated by reference
                  herein.




12